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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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November 16, 1999
(Date of earliest event reported)
COMCAST CORPORATION
(Exact name of registrant as specified in charter)
Pennsylvania 0-6983 23-1709202
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
1500 Market Street, Philadelphia, Pennsylvania 19102-2148
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (215) 665-1700
ITEM 5. Other Events.
On November 16, 1999, Comcast Corporation ("Comcast") issued a press
release announcing that it has entered into a definitive agreement to purchase
Lenfest Communications, Inc. ("Lenfest") the nation's ninth largest cable
television operator. In the agreement, Lenfest stockholders will receive
approximately 116 million shares of Comcast Class A Special Common Stock,
subject to adjustment, in consideration for their Lenfest shares. In addition,
Comcast will assume outstanding Lenfest debt and liabilities of approximately
$1.5 billion in connection with the transaction. A press release announcing the
agreement was issued by Comcast on November 16, 1999. The information contained
in the press release is incorporated herein by reference. The press release is
attached hereto as Exhibit 99.1.
ITEM 7. Financial Statements and Exhibits.
(c) Exhibits:
99.1 Press Release dated November 16, 1999.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
COMCAST CORPORATION
By: /s/ Joseph J. Euteneuer
Joseph J. Euteneuer
Vice President and
Corporate Controller
Date: November 17, 1999
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EXHIBIT INDEX
Exhibit No. Exhibit
99.1 Press Release dated November 16, 1999.
COMCAST CORPORATION
NEWS RELEASE
- --------------------------------------------------------------------------------
Contacts at Comcast
William E. Dordelman, Vice President, Finance (215) 981-7550
Ken Mikalauskas, Vice President, Finance (215) 981-7541
Contacts at Lenfest
Maryann Bryla, Senior Vice President and CFO (610) 650-3024
Tom Gailey, Vice President, Communications (610) 650-1130
Contact at AT&T
Eileen M. Connolly, Director, Financial Communications (908) 221-6731
FOR IMMEDIATE RELEASE
COMCAST TO ACQUIRE LENFEST
Philadelphia, PA - November 16, 1999... Comcast Corporation today announced that
it has entered into a definitive agreement to purchase Lenfest Communications,
Inc. (Lenfest or LCI), the nation's ninth largest cable television operator. LCI
is currently owned by AT&T and the Lenfest family. Today's agreement supercedes
a prior agreement under which AT&T was to acquire the Lenfest family's interest
in LCI. The combination will unite LCI, the largest cable operator in the
greater Philadelphia marketplace, with Comcast, the most geographically
concentrated operator in the Mid-Atlantic region.
On a proportionate ownership basis, the LCI group currently owns cable
television systems serving approximately 1.25 million subscribers. LCI's
holdings include: the wholly-owned Suburban Cable, serving approximately 1.1
million customers in southeastern and central Pennsylvania, southern New Jersey
and northern Delaware; a 50 percent interest in Garden State Cablevision, L.P.,
serving approximately 212,000 customers in the Cherry Hill, New Jersey area; a
30 percent interest in Susquehanna Cable Company, serving approximately 167,000
customers primarily in areas of York and Williamsport, Pennsylvania; and a 30
percent interest in Clearview Partners, serving approximately 10,000 customers
in south central Pennsylvania and Maryland. The transaction also includes cable
advertising firm Radius Communications and news programmer Tri-State Media.
Lenfest stockholders will receive approximately 116 million shares of Comcast
Class A Special Common Stock (CMCSK), subject to adjustment, in consideration
for their Lenfest shares. In addition, Comcast will assume outstanding LCI debt
and liabilities of approximately $1.5 billion in connection with the
transaction. Consistent with the original terms of the May 1999 agreement
between AT&T and Comcast, should AT&T's pending acquisition of MediaOne Group
fail to close following the purchase of LCI by Comcast, AT&T would then have the
opportunity to acquire from Comcast certain specified cable systems with an
aggregate subscriber base of approximately 1.25 million.
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Brian L. Roberts, President of Comcast, commented: "Comcast views the geographic
consolidation of the Philadelphia marketplace as critically important to the
company's future. For many years we have worked alongside Gerry Lenfest in this
region and have been impressed by the company he has built. With the addition of
LCI (and other pending transactions) to Comcast Cable, we will serve over 4
million customers in the mid-Atlantic region, stretching from New Jersey to
suburban Washington DC. The end result will be the largest and most concentrated
broadband operation in the country." Mr. Roberts continued: "Both companies are
now offering expanded digital video offerings that complement other new business
lines including the current launch of high speed internet access and the future
deployment of residential telephone through our combined networks. This
combination will serve to accelerate the deployment of such advanced services to
our customer base. "
H.F. (Gerry) Lenfest, President and Chief Executive Officer of LCI, commented:
"I am proud of the employees of Suburban Cable, Radius and Tri-State Media for
their dedication and professionalism over the years. Our cable operation started
twenty-five years ago in Lebanon, Pennsylvania with 7,600 subscribers. Today
Suburban has more cable customers in Pennsylvania than any other company and
extends into Delaware and southern New Jersey. Radius is also the largest cable
advertising company, and TSM has the largest regional news operation in
Pennsylvania and in the tri-state area. I am proud of them all."
Mr. Lenfest continued: "It makes sense to Comcast and to our own employees and
their futures to join our companies into Comcast, which has the largest cluster
of broadband cable television systems in the Mid-Atlantic region. I have always
respected and admired the steady growth and diversification of Comcast under the
able and insightful leadership of Ralph and Brian Roberts and their management
team."
The acquisition is subject to regulatory closing conditions and is estimated to
close in the first quarter of 2000.
Comcast Corporation (www.comcast.com) is principally involved in the
development, management and operation of broadband cable networks and the
provision of programming content, through principal ownership of QVC,
Comcast-Spectacor and Comcast SportsNet, a controlling interest in E!
Entertainment Television and through other programming investments. Comcast's
Class A Special Common Stock and Class A Common Stock are traded on the Nasdaq
Stock Market under the symbols CMCSK and CMCSA, respectively.
Lenfest Communications, Inc. (www.suburbancable.com) is a diversified
entertainment and communications company. Its principal subsidiary, Suburban
Cable, serves more than 1.1 million customers in southeastern and central
Pennsylvania, southern New Jersey and northern Delaware. Other subsidiaries
encompassed in this transaction include cable advertising firm Radius
Communications and news programmer Tri-State Media.
AT&T (www.att.com) is among the world's premier voice and data communications
company, serving more than 80 million customers, including consumers, businesses
and government. With annual revenues of more than $53 billion and 151,000
employees, AT&T provides services to customers worldwide.
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